Aduro Clean Technologies (Nasdaq: ADUR) closes C$9.2M LIFE private placement with insider participation
Rhea-AI Filing Summary
Aduro Clean Technologies Inc. closed a non-brokered LIFE private placement, raising gross proceeds of C$9,155,940.80 (US$6,564,810.21) through the sale of 431,884 common shares at C$21.20 (US$15.20) per share. The financing used Canada’s listed issuer financing exemption, so the new shares are not subject to Canadian resale restrictions.
The company plans to use net proceeds for technology development, commercialization activities, working capital and general corporate purposes. Finder’s fees of C$539,994.53 were paid to eligible finders. The Toronto Stock Exchange has conditionally approved the financing, with final approval pending customary post-closing conditions. Certain insiders, including the CEO and a director, participated under related-party rules, with exemptions relied upon from formal valuation and minority approval requirements.
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Insights
Aduro raises new equity capital via a Canadian LIFE private placement.
Aduro Clean Technologies completed a non-brokered LIFE offering, issuing 431,884 common shares for gross proceeds of C$9,155,940.80. This brings new cash into the business without attaching Canadian resale restrictions to the new shares, which can support liquidity.
Net proceeds are earmarked for technology development, commercialization, working capital and general corporate purposes, aligning the raise with ongoing growth initiatives. The company paid finders’ fees of C$539,994.53, a typical cost of accessing this capital channel.
Insider participation by the CEO and a director makes this a related-party transaction under MI 61-101, but Aduro relied on exemptions from formal valuation and minority approval. The Toronto Stock Exchange has conditionally approved the deal, with final approval subject to standard post-closing requirements.
Key Figures
Key Terms
LIFE Exemption regulatory
National Instrument 45-106 regulatory
listed issuer financing exemption regulatory
Multilateral Instrument 61-101 regulatory
conditional approval regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2026
Commission File Number 001-42393
Aduro Clean Technologies Inc.
(Translation of registrant's name into English)
542 Newbold Street, London, Ontario N6E 2S5, Canada
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [ ] Form 40-F [ X ]
SUBMITTED HEREWITH
| EXHIBIT | |
| 99.1 | News release dated June 24, 2026 |
| 99.2 | Material Change Report dated June 25, 2026 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Aduro Clean Technologies Inc.
/s/ Mena Beshay
Mena Beshay, Chief Financial Officer
Date: June 25, 2026
Aduro Clean Technologies Announces Closing of LIFE Offering
London, Ontario, June 24, 2026 - Aduro Clean Technologies Inc. ("Aduro" or the "Company") (Nasdaq: ADUR) (TSX: ACT) (FSE: 9D5), a clean technology company using the power of chemistry to transform lower value feedstocks, like waste plastics, heavy bitumen, and renewable oils, into resources for the 21st century, today announced that, further to its previous news releases dated June 10, 2026 and June 15, 2026, it has competed a non-brokered private placement for gross proceeds of C$9,155,940.80 (US$6,564,810.21) from the sale of 431,884 common shares (the "LIFE Shares") at a price of C$21.20 (US$15.20) per LIFE Share (the "LIFE Offering") under the LIFE Exemption (as defined herein).
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), the LIFE Offering was made to purchasers resident in all provinces of Canada, except Quebec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 and Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption of the Canadian Securities Administrators (the "LIFE Exemption"). The securities offered under the LIFE Offering pursuant to the LIFE Exemption are not subject to resale restrictions in accordance with applicable Canadian securities laws.
The Company's amended and restated offering document dated June 15, 2026 (the "Offering Document") relating to the LIFE Offering is available under the Company's profile on SEDAR+ at www.sedarplus.ca and on the Company's website at www.adurocleantech.com.
The Company intends to use the net proceeds of the LIFE Offering in the manner described in the Offering Document, including for technology development, commercialization activities, working capital and general corporate purposes.
In connection with the LIFE Offering, the Company paid aggregate cash finder's fees of C$539,994.53 to eligible finders in accordance with applicable securities laws and Toronto Stock Exchange requirements.
Certain insiders of the Company participated in the LIFE Offering. The participation by insiders constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Shareholders in Special Transactions ("MI 61-101"). The Company has relied on applicable exemptions from the formal valuation and minority approval requirements in Sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101. The Company did not file a material change report with respect to the insider participation more than 21 days before the expected closing of the LIFE Offering, as the details and amounts of the insider participation were not finalized until shortly prior to closing and the Company wished to close the transaction as soon as practicable for sound business reasons.
The Toronto Stock Exchange has conditionally approved the LIFE Offering. Final approval remains subject to customary post-closing requirements. The Company has relied on the exemption set forth in Section 602.1 of the TSX Company Manual in connection with the LIFE Offering.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
All foreign exchange calculations set forth in this press release is based on the exchange rate posted by the Bank of Canada on June 9, 2026 of US$1 = C$1.3947.
About Aduro Clean Technologies
Aduro Clean Technologies is a developer of patented water-based technologies to chemically recycle waste plastics; convert heavy crude and bitumen into lighter, more valuable oil; and transform renewable oils into higher-value fuels or renewable chemicals. The Company's Hydrochemolytic™ technology relies on water as a critical agent in a chemistry platform that operates at relatively low temperatures and cost, a game-changing approach that converts low-value feedstocks into resources for the 21st century.
For further information, please contact:
Abe Dyck, Head of Corporate Development / Investor Relations
ir@adurocleantech.com
+1 226 784 8889
Forward-Looking Statements
This news release contains "forward-looking statements" within the meaning of applicable United States securities laws and "forward-looking information" within the meaning of applicable Canadian securities laws (collectively, "forward-looking statements"). Forward-looking statements in this news release include, without limitation, statements relating to the intended use of proceeds from the LIFE Offering, the receipt of final approval of the Toronto Stock Exchange and the Company's business plans, commercialization activities, technology development initiatives and strategic objectives. Forward-looking statements are based on management's current expectations, estimates, assumptions and beliefs, including assumptions regarding the Company's ability to deploy the proceeds of the LIFE Offering as anticipated, the receipt of all required regulatory approvals and the continued advancement of the Company's business and technology programs. When used in this news release, words such as "expect," "intend," "anticipate," "believe," "may," "will," and similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements, including risks relating to market conditions, the Company's ability to execute its business plans, the development and commercialization of its technologies, regulatory approvals and other risks described under the heading "Risk Factors" in the Company's continuous disclosure documents filed under the Company's profile on SEDAR+ at www.sedarplus.ca and on EDGAR at https://www.sec.gov. Forward-looking statements are made as of the date of this news release and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on forward-looking statements.
51-102F3
MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
Aduro Clean Technologies Inc. (the "Company" or "Aduro")
542 Newbold St.
London, Ontario, Canada, N6E 2S5
Item 2 Date of Material Change
June 23, 2026
Item 3 News Release
The news release dated June 24, 2026 was disseminated via GlobeNewswire.
Item 4 Summary of Material Change
The Company closed its non-brokered private placement for gross proceeds of C$9,155,940.80 (US$6,564,810.21) from the sale of 431,884 common shares (the "LIFE Shares") at a price of C$21.20 (US$15.20) per LIFE Share (the "LIFE Offering") under the LIFE Exemption (as defined herein).
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), the LIFE Offering was made to purchasers resident in all provinces of Canada, except Quebec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 and Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption of the Canadian Securities Administrators (the "LIFE Exemption"). The securities offered under the LIFE Offering pursuant to the LIFE Exemption are not subject to resale restrictions in accordance with applicable Canadian securities laws.
The Company's amended and restated offering document dated June 15, 2026 (the "Offering Document") relating to the LIFE Offering is available under the Company's profile on SEDAR+ at www.sedarplus.ca and on the Company's website at www.adurocleantech.com.
The Company intends to use the net proceeds of the LIFE Offering in the manner described in the Offering Document, including for technology development, commercialization activities, working capital and general corporate purposes.
In connection with the LIFE Offering, the Company paid aggregate cash finder's fees of C$539,994.53 to eligible finders in accordance with applicable securities laws and Toronto Stock Exchange requirements.
Certain insiders of the Company participated in the LIFE Offering (the "Insiders"). The participation by insiders constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Shareholders in Special Transactions ("MI 61-101"). The Company has relied on applicable exemptions from the formal valuation and minority approval requirements in Sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101. The Company did not file a material change report with respect to the insider participation more than 21 days before the expected closing of the LIFE Offering, as the details and amounts of the insider participation were not finalized until shortly prior to closing and the Company wished to close the transaction as soon as practicable for sound business reasons.
The Toronto Stock Exchange has conditionally approved the LIFE Offering. Final approval remains subject to customary post-closing requirements. The Company has relied on the exemption set forth in Section 602.1 of the TSX Company Manual in connection with the LIFE Offering.
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All foreign exchange calculations set forth in this report are based on the exchange rate posted by the Bank of Canada on June 9, 2026 of US$1 = C$1.3947.
Item 5 Full Description of Material Change
The material change is fully described in Item 4 above.
MI 61-101 Requirements
A portion of the LIFE Offering and the issuance of certain of the LIFE Shares are "related-party transactions" as such term is defined in MI 61-101.
The following supplementary information is provided in accordance with Section 5.2 of MI 61-101.
(a) a description of the transaction and its material terms:
See Item 4 above for a description of the LIFE Offering and the issuance of the LIFE Shares.
(b) the purpose and business reasons for the transaction:
The Company will use the net proceeds of the LIFE Offering in the manner described in the Offering Document, including for technology development, commercialization activities, working capital and general corporate purposes.
(c) the anticipated effect of the transaction on the issuer's business and affairs:
The Company anticipates that the transaction will not have a material effect on its business and affairs, other than providing an additional source of funding for its operations.
(d) a description of:
(i) the interest in the transaction of every interested party and of the related parties and associated entities of the interested parties:
Ofer Vicus, the Chief Executive Officer and a director of the Company, was issued 2,360 LIFE Shares for gross proceeds of $50,032.
Peter Kampian, a director of the Company, was issued 5,000 LIFE Shares for gross proceeds of $106,000.
(ii) the anticipated effect of the transaction on the percentage of securities of the issuer, or of an affiliated entity of the issuer, beneficially owned or controlled by each person or company referred to in subparagraph (i) for which there would be a material change in that percentage:
The following table sets out the effect of the LIFE Offering on the percentage of securities of the Company beneficially owned or controlled by each of the Insiders:
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| Name and Position |
Dollar Amount of LIFE Offering |
Number of LIFE Shares Issued |
No. of Shares Held prior to Closing of the LIFE Offering |
Percentage of Issued and Outstanding Shares prior to Closing of the LIFE Offering |
No. of Shares Held After Closing of the LIFE Offering |
Percentage of Issued and Outstanding Shares After Closing of the LIFE Offering |
| Ofer Vicus Chief Executive Officer and Director |
$50,032 | 2,360 LIFE Shares | Undiluted: 9,792,515 Diluted: 9,888,958(1) |
Undiluted: 27.97%(2) Diluted: 28.17%(3) |
Undiluted: 9,794,875 Diluted: 9,891,318(4) |
Undiluted: 27.64%(5) Diluted: 27.83%(6) |
| Peter Kampian Director |
$106,000 | 5,000 LIFE Shares | Undiluted: 21,970 Diluted: 177,417(7) |
Undiluted: 0.06%(2) Diluted: 0.50%(8) |
Undiluted: 26,970 Diluted: 182,417(9) |
Undiluted: 0.08%(5) Diluted: 0.51%(10) |
(1) Comprised of (i) 9,792,515 common shares of the Company (each, a "Share") held directly; and (ii) an aggregate of 96,443 stock options, each exercisable into one Share, of which 47,693 are exercisable at a price of $6.50 until August 6, 2029 and 48,750 are exercisable at a price of $13.50 per Share until July 3, 2030, all of which may be exercised within the next 60 days.
(2) Based on 35,011,540 Shares outstanding prior to the LIFE Offering.
(3) Based on 35,107,983 Shares comprised of: (i) 35,011,540 Shares outstanding prior to the LIFE Offering; and (ii) 96,443 Shares that may be issued on exercise of stock options, exercisable within 60 days.
(4) Comprised of (i) 9,794,875 Shares held directly; and (ii) all of the convertible securities set out in footnote (1) above, all of which may be exercised within the next 60 days.
(5) Based on 35,443,424 Shares outstanding after the completion of the LIFE Offering.
(6) Based on 35,539,867 Shares comprised of: (i) 35,443,424 Shares outstanding after the completion of the LIFE Offering; and (ii) 96,443 Shares that may be issued on exercise stock options, exercisable within 60 days.
(7) Comprised of (i) 21,970 Shares held directly; and (ii) an aggregate of 155,447 stock options, each of which is exercisable into one Share, of which 21,539 are exercisable at a price of $6.50 until August 6, 2029, 76,924 are exercisable at a price of $2.1125 until April 30, 2031, 30,770 are exercisable at a price of $2.34 until February 20, 2032, 15,385 are exercisable at a price of $3.25 until December 29, 2027 and 10, 829 are exercisable at a price of $13.50 per Share until July 3, 2030, all of which may be exercised within the next 60 days.
(8) Based on 35,166,987 Shares comprised of: (i) 35,011,540 Shares outstanding prior to the LIFE Offering; and (ii) 155,447 Shares that may be issuable on exercise of stock options, exercisable within 60 days.
(9) Comprised of (i) 26,970 Shares held directly; and (ii) all of the convertible securities set out in footnote (7) above, all of which may be exercised within the next 60 days.
(10) Based on 35,598,871 Shares comprised of: (i) 35,443,424 Shares outstanding after the completion of the LIFE Offering; and (ii) 155,447 stock options, exercisable within 60 days.
(e) unless this information will be included in another disclosure document for the transaction, a discussion of the review and approval process adopted by the board of directors and the special committee, if any, of the issuer for the transaction, including a discussion of any materially contrary view or abstention by a director and any material disagreement between the board and the special committee:
The board of directors approved the LIFE Offering and the issuance of the LIFE Shares, with each of Ofer Vicus and Peter Kampian abstaining from voting on his respective subscription agreement and the issuance of his respective LIFE Shares. A special committee was not established in connection with the approval of the LIFE Offering and the issuance of the LIFE Shares, and no materially contrary view or abstention was expressed or made by any director.
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(f) a summary in accordance with section 6.5 of MI 61-101, of the formal valuation, if any, obtained for the transaction, unless the formal valuation is included in its entirety in the material change report or will be included in its entirety in another disclosure document for the transaction:
Not applicable.
(g) disclosure, in accordance with section 6.8 of MI 61-101, of every prior valuation in respect of the issuer that related to the subject matter of or is otherwise relevant to the transaction:
(i) that has been made in the 24 months before the date of the material change report:
Not applicable.
(ii) the existence of which is known, after reasonable enquiry, to the issuer or to any director or officer of the issuer:
Not applicable.
(h) the general nature and material terms of any agreement entered into by the issuer, or a related party of the issuer, with an interested party or a joint actor with an interested party, in connection with the transaction:
The Company entered into a subscription agreement dated June 23, 2026 with Ofer Vicus, the Chief Executive Officer and a director of the Company, whereby Ofer Vicus was issued 2,360 LIFE Shares for gross proceeds of $50,032.
The Company entered into a subscription agreement dated June 23, 2026 with Peter Kampian, a director of the Company, whereby Peter Kampian was issued 5,000 LIFE Shares for gross proceeds of $106,000.
(i) disclosure of the formal valuation and minority approval exemptions, if any, on which the issuer is relying under sections 5.5 and 5.7 of MI 61-101 respectively, and the facts supporting reliance on the exemptions:
The Company has relied on applicable exemptions from the formal valuation and minority approval requirements in Sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101. The Company did not file a material change report with respect to the insider participation more than 21 days before the expected closing of the LIFE Offering, as the details and amounts of the insider participation were not finalized until shortly prior to closing and the Company wished to close the transaction as soon as practicable for sound business reasons.
Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
N/A
Item 7 Omitted Information
None
Item 8 Executive Officer
Mena Beshay, Chief Financial Officer
Telephone: 226-784-8889
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Item 9 Date of Report
June 25, 2026